DEVON ENERGY CORPDE

For the period ended Jun 5, 2024. Filed Apr 25, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 5, 2024 · Filed Apr 25, 2024

DVN$42.21-1.6%Stored close · as of Nov 6, 2026

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Contents

Proxy Summary

PROXY SUMMARY

This summary highlights information described in other parts of this Proxy Statement and does not contain all of the information you should consider in voting. Please read the entire Proxy Statement before voting. For more complete information regarding our 2023 financial and operating performance, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which accompanies this Proxy Statement. This Proxy Statement references the internet addresses of a variety of publications and other materials available on the Company’s website. These references are provided solely for the information of interested stockholders and are not incorporated by reference in this Proxy Statement.

Annual Meeting of Stockholders

					Date and Time							Location						Record Date
		Wednesday, June 5, 2024 8:00 a.m. (Central Time)				Devon Energy Center Auditorium 333 W. Sheridan Ave. Oklahoma City, OK 73102				Monday, April 8, 2024

Voting Matters

Stockholders will be asked to vote on the following matters at the Annual Meeting:


Item 1.	Election of Directors The Board is committed to maintaining a diverse and inclusive membership with varying experience, characteristics, and expertise that align with our business strategy. The Board believes that each of the director nominees named herein has skills and experiences that are highly relevant for an upstream energy company like Devon.	Vote FOR each director nominee	7
Item 2.	Ratify the selection of the independent auditors for 2024 The Audit Committee has appointed KPMG to serve as Devon’s independent registered public accounting firm for 2024 and this appointment is being submitted to our stockholders for ratification. The Audit Committee and the Board believe that the continued retention of KPMG is in the best interest of the Company and our stockholders.	Vote FOR	31
Item 3.	Approve, in an advisory vote, executive compensation Devon seeks an advisory vote from its stockholders to approve the compensation of the NEOs as disclosed in this Proxy Statement. The Board values the opinions of our stockholders and will take into account the outcome of this advisory vote when considering future executive compensation decisions.	Vote FOR	36
Item 4.	Consider and vote upon the stockholder proposal set forth in this Proxy Statement, if properly presented at the Annual MeetingThe Board believes that the actions requested by the proponent are not in the best interest of our stockholders.	Vote AGAINST	70

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Our Company and Assets

Based in Oklahoma City, Devon employs approximately 1,900 people across our onshore oil, natural gas liquids, and natural gas assets located in New Mexico, North Dakota, Oklahoma, Texas, and Wyoming. Our Company is a leading unconventional oil producer in the United States, with an asset base underpinned by a premium acreage position in the economic core of the Delaware Basin, which is located in the most prolific geologic basin for oil in the United States.

	Portfolio Built to Deliver SustainablePerformance
	PREMIER MULTI-BASIN PORTFOLIO ■ Acreage located in top US resource plays ■ Underpinned by world-class Delaware Basin position DIVERSIFIED COMMODITY MIX ■ Balanced exposure to oil & natural gas production ■ Access to premium markets improves realized prices on production OPERATING SCALE ENHANCES PROFITABILITY ■ Low-cost structure drives differentiated margins ■ Track record of improving efficiencies & lowering cost of supply DEEP INVENTORY OF REPEATABLE OPPORTUNITIES ■ Multi-year low-risk development inventory ■ Resource upside from ongoing appraisal and exploration activity

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Our Strategy

Our business strategy is focused on delivering a consistently competitive stockholder return among our peer group. Because the business of exploring for, developing, and producing oil and natural gas is capital intensive, delivering sustainable, capital efficient cash flow growth is a key tenet to our success. While our cash flow is highly dependent on volatile and uncertain commodity prices, we pursue our strategy throughout all commodity price cycles with four fundamental principles:

		We have a commitment to be a proven and responsible operator – We produce a valuable commodity that is fundamental to society, and we endeavor to do so in a safe, environmentally responsible, and ethical way, while also striving to deliver strong returns to our stockholders. We strive to own a premier, sustainable portfolio of assets – We expect to continuously own premier assets capable of generating cash flows in excess of our capital and operating requirements, as well as competitive rates of return. We pursue superior execution – We continually work to optimize the efficiency of our capital programs and production operations. We also seek to leverage our culture of health, safety, and environmental stewardship in all aspects of our business. We seek to maintain financial strength and flexibility – Commodity prices are uncertain and volatile, so we strive to maintain a strong balance sheet, as well as adequate liquidity and financial flexibility, in order to operate competitively in all commodity price cycles.

Our Values

Our Company is guided by strong values—integrity, relationships, courage, and results.

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Corporate Governance Centered on Strategy, Risk-Management, and Responsible Governance Practices

Devon recognizes that high standards for corporate governance are required to promote long-term value for our investors. Our Board focuses on effective strategic decision-making and risk management practices as it oversees our business. This Proxy Statement details our corporate governance framework and profile. Below we highlight features of our Board composition:

		91% Independence – Ten of Devon’s 11 Director nominees qualify as independent under New York Stock Exchange (NYSE) and Securities and Exchange Commission (SEC) standards. We believe that independent board members bring fresh perspectives and diverse skills to their oversight of the Company. 36% Gender Diversity – Our Board benefits from the wide range of experiences, skills, and backgrounds of our Directors. We believe that diversity is a key feature of a high-functioning board. Independent Board Chair – In January 2023, Barbara Baumann became Devon’s Board Chair. Ms. Baumann’s appointment as Board Chair continues a Devon governance practice of separating the Chair and CEO roles. Average Tenure of 5-6 Years – Our Board nominees have an average tenure on the Board of 5.5 years, which provides a balance of experience and fresh perspectives. Skills and Competencies – Our Director nominees have skills and competencies that are highly relevant for a company with Devon’s profile. Our Board has significant leadership experience in key areas for an energy company.

Our Environmental Performance Targets and Progress

We know that strong environmental performance is essential to protecting the communities in which we live and operate, managing risk, and generating long-term value for stakeholders. Devon has established aggressive environmental performance targets focused on reducing the carbon intensity of our operations, minimizing freshwater use, and engaging constructively with our value chain. These targets reflect our dedication and commitment to achieving meaningful emissions reductions while pursuing our ultimate goal of net zero GHG emissions for Scope 1 and 2 by 2050. We invite you to access our 2023 Sustainability Report at www.devonenergy.com to evaluate our progress on the targets. Below are highlights from the Report.

Environment

		■ Reduced methane emissions by 50% and methane emissions intensity by 55% in 2022 compared to 2019. ■ Reduced flared volumes by 79% and flared volume intensity by 77% in 2022 compared to 2019. ■ Used 72 million barrels of recycled water in 2022, an increase of 18% compared to 2021. ■ As reflected in the Compensation Discussion and Analysis of this Proxy Statement, the Company achieved corporate goals for 2023 for year-over-year reductions in Company-wide greenhouse gas intensity and methane detections intensity. Additional information will be provided in our 2024 Sustainability Report, which will be published later in the year.

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Social

Investing in Our Communities and Employees

To be a socially responsible operator, Devon focuses on building strong, safe communities and an educated workforce. We invest in aspects of community life where we can have the greatest impact, while aligning with Devon’s values and business goals: STEM (science, technology, engineering, and math) education, public safety, social services, and vibrancy in the communities where we operate. Below are highlights from our 2023 Sustainability Report.

		■ Invested $1.5 million in STEM education in 2022, including partnering with the Cal Ripken Foundation on middle school STEM centers. ■ Opened 22 STEM centers in 2022, including our first in North Dakota, our first on tribal lands, and our first in a middle school. In late 2023, we celebrated a major milestone by opening our 150th STEM center. ■ Impacted more than 100,000 students, 2,500 teachers, and 1,900 classrooms through our STEM investments. ■ In the first year of our employee gift match program in 2022, employees donated to 274 different nonprofits for a total of $1.24 million donated and matched.

What DEI Means at Devon

Our Diversity, Equity and Inclusion (DEI) vision is: Every person contributing to their fullest and making a positive impact every day.

			Diversity We believe it is foundational to Devon’s success that our team includes people with a variety of backgrounds, perspectives, experiences, and abilities.
			Equity We believe fairness is at the core of our culture, policies, and practices, and we strive for all employees to have equitable access to opportunities.
			Inclusion We believe in relationships and work to create an environment where all employees feel seen, valued, heard, and connected.

Cybersecurity

With global cybersecurity threats and Devon’s digital technology use both increasing, we focus on protecting our networks, systems, and the significant amount of data we use to run our business. Devon invests in advanced tools and processes to help safeguard our technology advantage, operate our business safely and reliably, manage risk, and deliver results.

A culture of prevention and compliance is central to our digital security. All employees take cybersecurity awareness training during onboarding and through periodic refresher training. Through ongoing efforts to educate employees to recognize increasingly sophisticated threats like malware, ransomware, and phishing attempts, we are heightening digital security awareness in our workforce.

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To Mitigate Cybersecurity Risk, We:

		■ Seek to align our corporate information security policy and program with the National Institute of Standards and Technology (NIST) Cybersecurity Framework. ■ Require and pay for Devon security operations team professionals to earn industry certifications in security essentials and incident handling. ■ Provide training, recognition and enforcement to enhance our culture of prevention. ■ Evaluate and deploy up-to-date practices in our external-facing services.

Additional Reporting

We invite you to review our most recent Sustainability Report, Climate Change Assessment Report, Political Activity and Lobbying Report, and other reports and documents available on our website: www.devonenergy.com.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.